What changed in this filing

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Item 1. Business

2025-03-11 compared with 2024-03-11 · 141 added, 101 removed, 432 unchanged (36% of the section changed)

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Mistras Group, Inc.

is a leading "one source" multinational provider of integrated technology-enabled asset protection solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.

Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and a decades-long legacy of industry leadership, the Company helps customers with asset-intensive infrastructure in the oil and gas, petrochemical, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence.

is a leading "one source" multinational provider of integrated technology-enabled asset integrity solutions, helping to maximize the safety and operational uptime for civilization’s most critical industrial and civil assets.

Backed by an innovative, data-driven asset protection portfolio, proprietary technologies, and a decades-long legacy of industry leadership, the Company helps customers with asset-intensive and mission critical infrastructure in the oil and gas, petrochemical, aerospace and defense, industrials, power generation and transmission (including alternative and renewable energy), other process industries and infrastructure, research and engineering and other industries towards achieving and maintaining operational excellence.

By supporting these customers that help fuel our vehicles and power our society;

inspecting components that are trusted for commercial, defense, and private space;

and building monitoring equipment to help avoid catastrophic incidents, the Company helps the world at large.

The Company enhances value for its customers by providing data driven solutions that digitalize the asset protection process and provide valuable insights to our customers that maximize uptime of the assets monitored.

Our data analytical solutions offerings, coupled with the traditional non-destructive testing ("NDT"), provide us a competitive advantage over our competitors.

With our ability to integrate asset protection throughout supply chains and centralizing data management, we are able to provide insights and actionable recommendations to our customers through a suite of Industrial Internet of Things ("IoT")-connected digital software and monitoring solutions, including OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers.

The Company’s core capabilities also include NDT field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, shop laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

and building monitoring equipment to help avoid catastrophic incidents, the Company helps the world at large with its asset integrity risk mitigation.

The Company enhances value for its customers by integrating asset integrity protection throughout supply chains and centralizing integrity data through a suite of Industrial Internet of Things ("IoT")-connected digital software and monitoring solutions, including OneSuite™, which serves as an ecosystem platform, pulling together all of the Company’s software and data services capabilities, for the benefit of its customers.

The Company’s core capabilities also include non-destructive testing ("NDT") field inspections enhanced by advanced robotics, laboratory quality control, laboratory materials services, in-house laboratory assurance testing, sensing technologies and NDT equipment, asset and mechanical integrity engineering services, and light mechanical maintenance and access services.

Given the role our solutions play in enhancing the safe and efficient operation of our customers' infrastructure, we have historically provided a majority of our solutions to our customers on a regular, recurring basis.

We perform these services largely at our customers’ facilities, while primarily servicing our aerospace customers at our network of state-of-the-art, in-house laboratories.

These solutions typically include NDT and inspection services, and can also include a wide range of

mechanical services, including heat tracing, pre-inspection insulation stripping, coating applications, re-insulation, engineering assessments and long-term condition-monitoring.

Our traditional NDT solutions, coupled with our data analytical solutions offerings, allow us to provide accessible and easily understood data to our customers that allows them to identify when an asset may fail, in order to prioritize inspections and repair.

These solutions typically include NDT and inspection services, and can also include a wide range of mechanical services, including heat tracing, pre-inspection insulation stripping, coating applications, re-insulation, engineering assessments and long-term condition-monitoring.

Under our business model, many customers outsource their inspection to us on a “run and maintain” basis.

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We have increased our capabilities and the size of our customer base through the development of applied technologies and managed support services, organic growth and the integration of acquired companies.

These acquisitions have provided us with additional service lines, technologies, resources and customers, which we believe will enhance our advantages over our competition.

These acquisitions have provided us with additional service offerings, technologies, resources and customers, which we believe will enhance our advantages over our competition.

We believe long-term growth can be realized in our target markets.

Our business and financial results are impacted by world-wide macro- and micro-economic conditions generally, as well as those within our target markets.

Among other things, we expect the timing of our oil and gas customers inspection expenditures to be impacted by oil price fluctuations.

Among other things, we expect the timing of our oil and gas customers inspection and maintenance expenditures to be impacted by oil price fluctuations.

We have continued providing our customers with an innovative asset protection software ecosystem through our MISTRAS OneSuite platform.

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OneSuite serves as a single access portal for customers' data activities and provides access to 90 plus applications being offered on one centralized platform.

We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive infrastructure in our target markets.

We have established long-term relationships as a critical solutions provider to many of the leading companies with asset-intensive and mission-critical infrastructure in our target markets.

These markets primarily consist of:

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• Petrochemical

A majority of our revenues are generated by deploying technicians at our customers' locations.

A majority of our revenues are generated by deploying technicians and inspectors at our customers' locations.

A majority of our revenues from aerospace and defense as well as certain manufacturing customers are generated by performing inspections and testing at our various in-house laboratories.

We generated revenues of $729.6 million, $705.5 million and $687.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

We generated net loss of $17.4 million, a net income of $6.6 million and net loss of $3.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.

We generated net income of $19.0 million, net loss of $17.4 million and net income of $6.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.

For the years ended December 31, 2024, 2023 and 2022, we generated approximately 81%, 82% and 83%, respectively, of our revenues from our North America segment.

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We recognize that this data is most valuable to our customers when it is accessible and integrated (regardless of vendor, tool, or facility), and we have taken significant steps to digitalizing asset protection processes through our data analytical solutions product offerings.

Our data acquisition capabilities capture asset data to help our customers follow regulatory compliance, ensure mechanical integrity, and reduce unplanned outages.

Our data analytical solutions capabilities capture asset data to help our customers follow regulatory compliance, ensure mechanical integrity, and reduce unplanned outages.

We capture data using manned and automated techniques that minimize the impact on our customers' operations.

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refiners, as well as by leading midstream pipeline energy companies and major oil and gas companies in Canada and Europe.

This allows us to provide our customers with industry-leading insights across all their facilities and enables us to provide additional software and solutions to these customers and perform recurring maintenance where necessary.

This allows us to provide our customers with industry-leading insights across all of their facilities and enables us to provide additional software and solutions to these customers and perform recurring maintenance where necessary.

Our pipeline customers utilize our Onstream® services and New Century® software platform to capture, manage and analyze pipeline integrity data in the midstream and upstream sectors of the oil and gas industry.

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These monitoring solutions are often installed in hazardous or hard-to-reach locations, helping to enhance safety by reducing the need to send technicians into unsafe locations.

Laboratory Testing

In-house Laboratory Testing

Our network of in-house laboratories located across North America and Europe offers quality assurance and quality control ("QA/QC") solutions for new and existing metal and alloy components, materials, and composites.

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We often inspect and test components prior to assembly to screen for defects and discontinuities introduced in the manufacturing process.

We also inspect existing components to ensure they remain fit-for-purpose.

Our laboratories hold a wide variety of certifications, such as:

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Our light mechanical services are often offered as complementary, value-added solutions to inspections, such as removing insulation in order to inspect piping, then re-installing insulation.

Our multi-disciplined technicians offer maintenance and light mechanical services in hard-to-access areas, in combination with rope access or diving strategies.

Mechanical services are still a small part of our business, and we carefully try to avoid providing any such services that conflict with our inspection services.

Our multi-disciplined technicians offer maintenance and light mechanical services in hard-to-access areas, and in some cases in combination with rope access or diving strategies.

Engineering Consulting

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Our engineering consultations include plant operations and management support, turnaround/shutdown planning, profit improvement, facilities planning studies, engineering design, process safety reviews, energy optimization evaluations, benchmarking/key performance indicator development and technical training.

Our Asset Integrity Management ("AIMS") and Mechanical Integrity ("MI") services help improve asset reliability and regulatory compliance through a systematic, engineering-based approach to ensure the ongoing integrity and safety of equipment and industrial facilities.

Our AIMS and Mechanical Integrity ("MI") services help improve asset reliability and regulatory compliance through a systematic, engineering-based approach to ensure the on going integrity and safety of equipment and industrial facilities.

AIMS/MI services can include conducting an inventory of infrastructure assets;

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and managing MI programs.

We help to identify gaps between existing and desired practices and establish quality assurance standards for fabrication, engineering and installation of infrastructure assets.

Much of our work is conducted in hard-to-access locations, including those in at-height, subsea and confined locations.

We help customers to identify gaps between existing and desired practices and establish quality assurance standards for fabrication, engineering and installation of infrastructure assets.

Some of our work is conducted in hard-to-access locations, including those in at-height, subsea and confined locations.

We utilize scaffolding and rope access to access at-height and confined assets;

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The COEs help to standardize our approach to common problems in our key market segments.

Our COEs include:

Our COE experts cover:

• Acoustic Emission

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Due to these trends, those vendors offering integrated solutions, scalable operations, skilled personnel and a global footprint are expected to have a distinct competitive advantage.

Moreover, we believe that vendors that are able to effectively deliver both

advanced solutions and data analytics, by virtue of their access to customers’ data, create a significant barrier to entry for competitors, leading to the opportunity to further create significant recurring revenues.

Moreover, we believe that vendors that are able to effectively deliver both advanced solutions and data analytics, by virtue of their access to customers’ data, create a significant barrier to entry for competitors, leading to the opportunity to further create significant recurring revenues.

Key Dynamics of the Asset Protection Industry

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Outsourcing of Non-Core Activities and Technical Resource Constraints .

Due to the increasing sophistication and automation of NDT programs, a decreasing supply of skilled professionals and increasing governmental regulations, companies are increasingly outsourcing NDT to third-party providers with advanced solution portfolios, engineering expertise and trained workforces.

Due to the increasing sophistication and automation of asset protection programs, a decreasing supply of skilled professionals and increasing governmental regulations, companies are increasingly outsourcing NDT to third-party providers with advanced solution portfolios, engineering expertise and trained workforces.

Increasing Corrosion from Low-Quality Inputs .

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As a result, these owners and operators are seeking highly-reliable asset protection suppliers with a track record of assisting customers in meeting increasingly stringent regulations.

Our customers benefit from our extensive engineering consulting base that supports them in devising mechanical integrity programs that both meet regulatory compliance standards and enable enhanced safety and uptime at the customer's facilities.

Our customers benefit from our extensive engineering consulting base that supports them in devising MI programs that both meet regulatory compliance standards and enable enhanced safety and uptime at the customer's facilities.

Expanding Addressable End-Markets .

The continued emergence of and advances in asset protection technologies and software-based systems are increasing the demand for asset protection solutions in applications where existing techniques were previously ineffective.

Our range of service offerings and advanced digital technologies allows us to meet the requirements of chemical producers to continuously monitor and provide advanced digital analytical solutions for our customers'.

Also, our advanced digital analytical solutions allow us to provide real-time monitoring to a variety of customers across infrastructure end markets.

Expanding Aerospace and Defense Industry .

We believe that increased demand will continue to come over the next several years from the commercial industry due to the approximately decade-long backlog for next-generation commercial aircraft to be built, driving the need for advanced solutions that drive cost and quality efficiencies.

We believe that increased demand in the defense and private space industries will continue to grow over the next several years in the commercial industry due to the approximately decade-long backlog for next-generation commercial aircraft to be built, driving the need for advanced solutions that improve cost and quality efficiencies.

Demand continues to be stable in the defense industry while demand in the private space industry is growing.

We continue to optimize our in-house laboratories to meet the growing demands of commercial aerospace and private space end markets.

We continue to implement operational efficiencies and new technologies to be able to meet customer demand and needs as they arise.

As a result, we are a trusted partner in the private space industry for our customers.

Crude Oil Prices.

Volatility in the energy sector has been profound during the 2015-2022 period with moderation occurring during 2023.

Volatility in the energy sector has been profound during the 2015-2022 period with moderation occurring in 2023.

The collapse of world oil prices in 2015 and 2016 undermined industry expansion.

While energy prices recovered in 2017 and 2018, they once more declined, and subsequently rebounded in the second half of 2021 and the first half of 2022 with near record high prices and crack spreads.

This resulted in refineries delaying turnarounds during 2022 until oil prices decreased and stabilized in the second half of 2022.

This resulted in refineries delaying turnarounds during 2022 until oil prices decreased and

stabilized in the second half of 2022.

The stabilization continued throughout 2023 without major peaks and fluctuations as seen in prior periods.

The on-going war in Ukraine and the conflict in the Middle East between Israel and

Hamas, coupled with continued macroeconomic uncertainty in 2024, are expected to continue to significantly influence oil prices for the foreseeable future.

The on-going war in Ukraine and the conflict in the Middle East between Israel and Hamas, coupled with continued macroeconomic uncertainty throughout 2024, are expected to continue to significantly influence oil prices for the foreseeable future.

Expanding Pipeline Integrity Regulations:

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Integrated Data Management:

Our expertise and proprietary research and development in data analytical solutions throughout the asset protection cycle provides a competitive advantage.

With solutions for integrated data acquisition, storage, visualization and analytics, our integrated data analytical solutions well-position us for the oil and gas increasing movement towards digitalizing and centralizing asset protection to fewer, highly-skilled and multi-disciplined vendors.

Our expertise and proprietary research and development in data analytical solutions throughout the asset protection cycle provides us with a competitive advantage.

With solutions for integrated data acquisition, storage, visualization and analytics, our integrated data analytical solutions have us well-positioned for the oil and gas industry's increasing movement towards digitalizing and centralizing asset protection to fewer, highly-skilled and multi-disciplined vendors.

Many of our data analytical solutions are platform-agnostic, allowing us to integrate into customers' existing operations, and thereby expanding the potential customer pool for our solutions.

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Proprietary Products, Software and Technology Packages .

Our deep knowledge base in asset protection services and equipment enables us to offer technology packages, in which our field technicians utilize our proprietary and specialized testing procedures and hardware, advanced pattern recognition, neural network software and databases to compare test results against our prior testing data or national and international structural integrity standards.

Our extensive knowledge base in asset protection services and equipment enables us to offer technology packages, in which our field technicians utilize our proprietary and specialized testing procedures and hardware, advanced pattern recognition, neural network software and databases to compare test results against our prior testing data or national and international structural integrity standards.

Deep Domain Knowledge and Extensive Industry Experience .

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Technological Research and Development.

The NDT industry continues to move towards more advanced, automated solutions, requiring service providers to find safer and more cost-efficient inspection techniques.

We believe that we remain ahead of the

technological curve by backing our extensive industry expertise with the investment of resources in research and development.

Some of the advanced inspection technologies developed by our internal research and development teams include an automated radiographic testing ("aRT") crawler for corrosion under insulation ("CUI") inspections in above ground pipelines and piping;

our Large Structure Inspection ("LSI") scanner, and our real-time radiography ("RTR") crawler for 360° inspections of pipeline girth welds.

The inspection and testing industry continues to move towards more advanced, automated solutions, requiring service providers to find safer and more cost-efficient inspection techniques.

We believe that we remain ahead of the technological curve by backing our extensive industry expertise with the investment of resources in research and development.

Some of the advanced inspection technologies developed by our internal research and development teams include an automated radiographic testing crawler for corrosion under insulation ("CUI") inspections in above ground pipelines and piping;

our Large Structure Inspection scanner, and our real-time radiography crawler for 360° inspections of pipeline girth welds.

Collaborating with Our Customers .

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Continue to Digitalize Asset Protection Data and Processes.

We place a data-centric focus on asset protection, enabling our customers to ease some of their biggest areas of concern (particularly the timely and accurate transfer of asset integrity data from the field to their IDMS, as well as the data’s visibility and accessibility once uploaded).

We place a data-centric focus on asset protection, enabling our customers to ease some of their biggest areas of concern (particularly the timely and accurate transfer of asset integrity data from the field to the data management systems, as well as the data’s visibility and accessibility once uploaded).

We expect that the demand for our data analytical solutions which provides big data intelligence and remote data visibility will continue to grow, and we are investing in data analytical solutions that help our customers visualize and generate actionable insight from their asset integrity data, regardless of data input.

We are also actively seeking to optimize our customers’ asset protection workflows and processes, by creating digital paths between data applications to increase data visibility and reduce manual data entry and human error.

We have provided value added services to our customer, and unlocked long-term value for our customers when our digital solutions are combined with our traditional testing and inspection services.

The bundling of these services provide meaningful value and insight to our customers and show the breadth and depth of our technologies, which differentiates us from our competitors.

Expand Our Focus in the Aerospace and Defense Industries .

We believe that the introduction of next-generation airframes and aircraft engines has created an inherent demand for inspection, testing, machining and mechanical services required for the production of parts.

We believe that the introduction of next-generation airframes, aircraft engines and the increasing demand of private space flight has created an inherent demand for inspection, testing, machining and mechanical services required for the production of parts.

The recent interest in the use of additive manufacturing techniques to create components also necessitates advanced inspection and testing solutions.

We remain optimistic about the growth of the defense industry as the useful lives of legacy systems in the industry are extended and next generation systems are brought online.

As a result, we are uniquely positioned to serve this industry by providing inspection and testing services to meet the demands of our customers.

Expand Our Focus in the Pipeline Integrity Industry.

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We acquired an inline inspection provider in 2018 and have implemented our PCMS software for several pipeline operators to support their integrity data management.

These digital assets increase our ability to provide meaningful insights to customers in an efficient manner that creates value to our customers, which many of our competitors are unable to offer.

Expanding our Mechanical Services Portfolio.

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We intend to maintain and enhance our technological leadership by continuing to invest in developing new technology, applications and data services.

The release of our OneSuite ecosystem underscores our dedication to continue deepening synergies between our solutions to provide our customers with uniquely-integrated offerings, which we believe makes us a more attractive vendor for customers seeking to centralize their asset protection.

We have actively continued to develop technologies that enhance the flow of data throughout multiple operational phases and facilities, through our integrated pipeline integrity data portfolio, and our cloud-based monitoring data portal.

The release of our OneSuite ecosystem underscores our dedication to continue deepening synergies between our solutions to provide our customers with uniquely-integrated offerings, which we believe makes us a more attractive partner for customers seeking to centralize their asset protection.

We have actively continued to develop technologies that enhance the flow of data throughout

multiple operational phases and facilities, through our integrated pipeline integrity data portfolio, and our cloud-based monitoring data portal.

Our focus is to provide our customers with a comprehensive solution for all of their asset protection needs.

As several of the industries in which we serve face cost pressures, we continue to position ourselves to be a trusted partner to improve our customers' operational efficiency by reducing their costs and increasing the uptime for their assets, while remaining compliant with regulatory standards.

We achieve this through a number of our services, including software, data services, engineering & consulting, providing sensors and real-time continuous monitoring services.

When customers chose to use a variety of these services we are able to reduce their annual maintenance budgets by optimizing uptime for their assets.

We are focused on further developing our services to help differentiate us against our competitors.

We are also focused on expanding our customer base to provide our services and address the needs of customers in the industries we serve and industries we are looking to expand into in the future.

Expand our Solution Offerings to Existing Customers .

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We believe that expanding our solution offerings and merging and visualizing data across facilities for enterprise data analysis, combined with the trend of customers outsourcing asset protection to service providers with integrated offerings, provides opportunities for significant additional recurring revenues.

We continue to remain focused on further developing our inspection and testing services to our current customer base and diversifying the end markets we serve.

We are also focused on growing our capabilities and services that can provide a stronger value proposition to our customers.

Continue to Expand Our Customer Base into New End Markets .

We believe we have significant opportunities to expand our customer base in relatively new end markets, including the renewable energy industry, specifically, wind and other alternative energy, natural gas transportation industries, pipeline integrity and additive manufacturing.

The expansion of our addressable markets is being driven by the increased recognition and adoption of advanced asset protection technologies (such as unmanned drone inspection devices, robotics, etc.) that are supplanting traditional methods.

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We have completed several acquisitions to supplement and enhance our solutions, add new customers, expand our sales channels and accelerate our expected growth.

Due to our current debt levels and restrictions related to the debt covenants in our credit facility, we do not expect to make any acquisitions in 2024 other than small acquisitions with the banks’ approval.

However, once we reduce our debt, we expect to make selective acquisitions beyond 2024.

Due to our focus on organic revenue growth and restrictions related to the debt covenants in our credit facility, we do not expect to make any acquisitions in 2025 other than small acquisitions with the approval from the lenders under our credit facility.

However, we expect to make selective acquisitions beyond 2025.

We have three operating segments:

(i) North America (which we previously referred to as our Services segment), (ii) International and (iii) Products and Systems:

North America provides asset protection solutions with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, mechanical and engineering services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components.

Software, digital and data services are included in this segment.

International offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment

Products and Systems designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.

(i) North America, (ii) International and (iii) Products and Systems:

North America provides asset protection solutions with the largest concentration in the United States, followed by Canada, consisting primarily of NDT, inspection, in-laboratory testing, mechanical and engineering services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure and commercial aerospace components.

Software, digital and data analytical solutions and services are included in this segment.

International offers services, products and systems similar to those of the other segments to select markets within Europe, the Middle East, Africa, Asia and South America, which are served by the Products and Systems segment.

Products and Systems designs, manufactures, sells, installs and services the Company’s asset protection monitoring products and systems, including equipment and instrumentation, predominantly in the United States.

For a discussion of segment revenues, operating results and other financial information, including geographic areas in which we generated revenues, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, as well as Note 2-Revenue and Note 19-Segment Disclosure in the notes to our audited consolidated financial statements in Item 8 of this Annual Report.

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Data Analytical Solutions revenues are comprised of revenue derived from data software sales & subscriptions, implementation services and analytics that offer insights and recommendations to improve asset integrity.

Data Analytical Solutions revenue is derived from work performed by Mistras employees in our facilities, or at customer locations, using our proprietary portfolio of software applications.

Field Services revenues are comprised of revenue derived primarily by technicians performing asset inspections and maintenance services for our customers at locations other than Mistras properties.

Shop Laboratory revenues are comprised of quality assurance inspections of components and materials at our Mistras in-house laboratory facilities.

Other revenues are comprised of locations that perform both asset inspection services and testing of components and materials at in-house Mistras laboratories.

Data Analytical Solutions revenue is derived from work performed by our employees in our facilities, or at customer locations, using our proprietary portfolio of software applications.

Field Services revenue is comprised of revenue derived primarily by technicians performing asset inspections and maintenance services for our customers at locations other than our properties.

Shop Laboratory revenue is comprised of quality assurance inspections of components and materials at our in-house laboratory facilities.

Other revenue is comprised of locations that perform both asset inspection services and testing of components and materials at our in-house laboratories.

There are a number of economic factors which drive the aerospace market, including:

• the multi-year backlog for next generation commercial aircraft to be built, including several large and mid-sized aircraft built by Boeing and Airbus, among other manufacturers;

• The continuing regulatory scrutiny to ensure public safety serves to ensure the continued need for inspection and mechanical services to be performed.

• continued growth of private space and increased number of launches for future space exploration;

• the continuing regulatory scrutiny to ensure public safety ensures the continued need for inspection and mechanical services to be performed.

In the energy market, there are various economic indicators that drive our business, especially in the U.S.

domestic markets.

It is unclear what the short and long term effects of the war between Russia and Ukraine is likely to have on the world economy and certain of our target markets, including particularly the oil and gas market.

It is unclear what the short- and long-term effects of the war between Russia and Ukraine are likely to have on the world economy and certain of our target markets, including particularly the oil and gas market.

Excerpted below are forecasts from various Energy Information Administration ("EIA") outlook reports, which are subject to change based on these factors:

Electricity generation from coal is projected to fall throughout the mid 2020s and the decrease will be partially offset by an increase in the forecast of combined utility-scale solar and wind generation.

Electricity generation from coal is projected to continue to fall throughout the mid to late 2020s and the decrease will be partially offset by an increase in the forecast of combined utility-scale solar and wind generation, along with other sources.

The EIA noted U.S.

crude oil production averaged 11.9 million barrels per day (bpd) in 2022 and rose to an average 12.9 million bpd in 2023.

The EIA forecasts production to continue to increase to an average 13.3 million bpd in 2024 and further increase to 13.5 million bpd in 2025.

We supply oil and gas asset protection solutions to downstream (refining), midstream (transportation and storage) and upstream (exploration and production) operations.

crude oil production averaged 11.9 million barrels per day (bpd) in 2022, rose to an average 12.9 million bpd in 2023 and rose again in 2024 to an average 13.2 million bpd in 2024.

The EIA forecasts production to continue to increase to an average of 13.5 million bpd in 2025.

We supply oil and gas asset protection solutions to downstream (refining), midstream (transportation and storage) and upstream (exploration and production) operations of our customers.

We use our vast solutions portfolio to help identify current and future asset performance, and actively prevent, mitigate or otherwise address potential issues, including corrosion, cracking, leaking and other damages that may lead to safety, productivity or environmental concerns.

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Aerospace and Defense

The aerospace industry continued to rebound from COVID-19 throughout 2023 with backlog and production levels approaching and exceeding pre-pandemic levels for certain OEMs for the first time since the pandemic.

The aerospace industry continued to experience increased backlog and production levels in 2024, with such levels approaching and exceeding pre-COVID-19 levels for certain OEMs throughout 2024.

We serve this rapidly growing target market by providing a full range of inspection, testing, machining, mechanical, finishing, additive manufacturing and equipment solutions, for which we are Nadcap certified.

Our state-of-the-art in-house laboratories maintain numerous accreditations from industry organizations, including Nadcap, and some of the largest manufacturers in the world, such as Boeing, Safran, Airbus, Bombardier and Embraer.

Our state-of-the-art in-house testing laboratories maintain numerous accreditations from industry organizations, including Nadcap, and some of the largest manufacturers in the world, such as Boeing, Safran, Airbus, Bombardier and Embraer.

Advanced composite materials found in new classes of aircraft require advanced asset protection solutions, including x-ray of critical engine components, ultrasonic fatigue testing of complete aircraft structures and corrosion detection and other critical components.

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These include facility design consultations, NDT services during construction and plant operations and long-term condition monitoring.

We anticipate sharp growth in these types of plants as natural gas pricing remains low, and the environmental impacts of coal remain unattractive to the public.

We anticipate increased growth in these types of plants as natural gas pricing remains low, and the environmental impacts of coal remain unattractive to the public.

We also offer solutions for inspection, maintenance, monitoring and data services for wind turbines and their components.

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Our solutions help identify conditions that if not remedied, could lead to potential catastrophic failures in tanks, vessels, valves, buried and above ground pipelines, pumps, motors, compressors and other critical assets found throughout the petrochemical production process.

We actively seek to evolve our solutions through technological enhancements and R&D to discover new applications.

Online monitoring and permanently-mounted sensors provide real-time data to petrochemical owners and operators and provide an opportunity for us to synergistically leverage our asset protection solutions into our MISTRAS Digital platform, OneSuite.

We actively seek to evolve our solutions through technological enhancements and research and development ("R&D") to discover new applications.

Digital transmission of data in various industry sectors, with built-in analytic functions, will allow our customers to better leverage inspection data that is being generated in the field.

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We have operations in 11 countries and occasionally conduct business in a few other countries.

Most of our revenues are derived from our U.S., Canadian and European operations and we do not have operations in Russia, and we do not do business in Russia, Ukraine or other areas which are impacted by the Russian invasion of Ukraine.

See Note 2-Revenue and Note 19-Segment Disclosure to our audited consolidated financial statements in this Annual Report for further disclosure of our revenues, long-lived assets and other financial information regarding our international operations.

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As of December 31, 2024, we had approximately 4,800 employees worldwide, of which 3,200 were located in the United States, 500 in Canada and 1,100 in our other non-U.S.

Our employees include full and part time employees throughout our organization.

Our employees include full, part time and contract employees throughout our organization.

As described below, we value our employees and have established various programs to promote the satisfaction, health and safety of our employees.

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Below, we describe some of the key initiatives and values around health and safety.

Management regularly updates our Board of Directors with regards to our safety and people strategy and how we are performing in these areas.

Management regularly updates our board of directors (the "Board") with regards to our safety and employee strategy and our performance in these areas.

In 2020, our Board established the Environmental, Social and Safety Committee.

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Employee development and engagement begins with our senior management team, which has considerable industry experience and expertise.

Leveraging this experience and expertise, our senior management team is able to continuously review our organizational structure and provide opportunities for the growth and development for our employees.

As part of our continued commitment to our employees, we have established various programs to promote lifelong learning and development opportunities for our employees.

These include a mix of voluntary and mandatory training programs, which are provided in-person, virtually or on the job.

We also provide employees the ability to continue to gain additional professional certifications to contribute to their career advancement.

We provide employees the ability to gain additional professional certifications to contribute to their career advancement.

We utilize a web-based training center which is available to field technicians for career advancement and includes over 500 web-based classes.

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Our human rights policy places a high priority on diversity and equal opportunity and provides our employees with management’s expectations related to human rights and labor practices.

Another program we instituted focuses on our connection by a common thread of caring – about one another, our customers, the environment, and the work we do.

We seek to foster a culture of togetherness, safety, respect, and contribution which enables each individual member to feel that he or she is a part of something bigger.

We also instituted a program that focuses on our connection by a common thread of caring – about one another, our customers, the environment, and the work we do.

We seek to foster a culture of togetherness, safety, respect, and contribution, which enables each individual member of our Company to feel that he or she is a part of something bigger.

A community of caring professionals with a genuine passion for helping people and making a difference together – that is the heart of the program we call “Caring Connects.”

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Our laboratory and field personnel are trained to operate according to strict safety and quality standards so that our processes and procedures regarding hazardous materials, worker safety, and accident prevention are sound and effective.

Further to this, we are constantly evaluating these processes and procedures to ensure that they remain of high quality and are effective, and we consider changes in the manner in which work is performed or lessons that have been learned from any sources, such as industry data.

Further to this, we are constantly evaluating these processes and procedures to ensure that they remain of high quality and are effective.

We also consider changes in the manner in which work is performed as a result of lessons that have been learned from any sources, such as industry data.

We work to help ensure that our customers are in full compliance with all federal, state, and local regulations.

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We continuously monitor our safety performance through analysis of our company-wide safety statistics, which help us to determine behavioral trends while also instilling a culture of proactivity.

For the year ended December 31, 2023, our Total Recordable Incident Rate ("TRIR") was 0.3 while Days Away, Restricted and Transferred Rate was 0.18 and Lost Work Day Rate remained 0.12.

For the year ended December 31, 2024, our Total Recordable Incident Rate ("TRIR") was 0.19 while Days Away, Restricted and Transferred Rate was 0.06 and Lost Work Day Rate was 0.03.

For the year ended December 31, 2023, our TRIR was 0.3.

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Our primary competitors include large public and private companies, divisions of large companies and various small companies which generally are limited to a specific product or technology and focused on a niche market or geographic region.

We believe that few, if any, of our competitors currently provide the full range of asset protection and NDT products, enterprise software ("PCMS") and the traditional and advanced services solutions that we offer.

We believe that few, if any, of our competitors currently provide the full range of asset protection and NDT products, PCMS and the traditional and advanced services solutions that we offer.

Our competition with respect to NDT services include Acuren, SGS Group, the Team IHT Segment and APPLUS RTD.

Our competition with respect to our PCMS software includes UltraPIPE, Lloyd’s Register Capstone, Inc.

Our competition with respect to PCMS includes UltraPIPE, Lloyd’s Register Capstone, Inc.

and Meridium Systems.

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Research and Development

Our research and development is principally conducted by engineers and scientists at our Princeton Junction, New Jersey headquarters, and supplemented by other employees in the United States and throughout the world, including Canada, France, Greece the United Kingdom, Brazil and the Netherlands.

Our R&D is principally conducted by engineers and scientists at our Princeton Junction, New Jersey headquarters, and supplemented by other employees in the United States and throughout the world, including Canada, France, Greece the United Kingdom, Brazil and the Netherlands.

Our total professional staff includes employees who hold Ph.D.’s and engineers and employees who hold Level III certification, the highest level of certification from the American Society of Non-Destructive Testing ("ASNT").

We make strategic research and development investments in our data analytical solutions technologies that support integration with our other solution offerings to enhance cost- and time-efficiencies, maximize uptime and safety and improve the flow of data from field technicians to inspection databases.

We make strategic R&D investments in our data analytical solutions technologies that support integration with our other solution offerings to enhance cost- and time-efficiencies, maximize uptime and safety and improve the flow of data from field

technicians to inspection databases.

These strategic investments enable us to enhance our service offerings to customers and provide valuable insights and predictive analysis.

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As of December 31, 2024, we held 12 U.S.

patents by direct ownership and 5 patent applications pending in the United States.

patents by direct ownership and had 5 patent applications pending in the United States.

All the patent applications pending have been filed since 2018.

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• Transformer Clinic™

Many elements of our asset protection solutions involve proprietary know-how, technology or data that are not covered by patents or patent applications because they are not patentable or would be difficult to enforce, including technical processes, algorithms and procedures.

algorithms and procedures.

We believe that this proprietary know-how, technology and data is the most important component of our intellectual property used in our asset protection solutions and is a primary differentiator of our solutions from those of our competitors.

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Executive Officers

The following were our executive officers for the year ended December 31, 2023 and their background and experience.

The following table and text sets forth our executive officers for the year ended December 31, 2024 and their background and experience.

Name Age Position

Stamatakis 76 Chairman of the Board and Interim President and Chief Executive Officer

Stamatakis 77 Executive Chairman of the Board*

Natalia Shuman 51 President and Chief Executive Officer*

Prajzner 58 Senior Executive Vice President and Chief Financial Officer

Hani Hammad 36 Executive Vice President and Chief Operating Officer**

Gennaro D'Alterio 53 Executive Vice President, Chief Commercial Officer

Keefe 68 Executive Vice President, General Counsel and Secretary

Lange 63 Senior Group Executive Vice President

Smith 55 Executive Vice President and President of Services***

*On December 5, 2024, our Board, in furtherance of its management succession planning, appointed Natalia Shuman, as the Company’s President and Chief Executive Officer, and Mr.

Stamatakis will continue as the Executive Chairman of the Company effective as of January 1, 2025.

Stamatakis served as our Chairman of the Board and Interim President and Chief Executive Officer until December 31, 2024.

**On December 12, 2024, we announced the appointment of Hani Hammad to the position of Executive Vice President and Chief Operating Officer effective as of January 1, 2025.

***On February 7, 2025, we terminated the employment of John A.

Smith, our Executive Vice President and President of Services.

Manuel "Manny" N.

Stamatakis joined Mistras Board of Directors in 2002, became the Chair of the Governance Committee as well as a member of the Audit Committee and Compensation Committee in 2009 and Lead Director in 2010.

Stamatakis joined our Board in 2002, became the Chair of the Governance Committee as well as a member of the Audit Committee and Compensation Committee in 2009 and Lead Director in 2010.

On October 9, 2023, Mr.

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Stamatakis is an executive officer of Capital Management Enterprises, Inc., a financial services and employee benefits consulting firm based in Pennsylvania.

Stamatakis has held multiple board and chairmanship positions over the years, including Chairman of the Delaware River Port Authority, The Drexel College of Medicine, the Pennsylvania Supreme Court Investment Advisory Board, and the Philadelphia Shipyard Development Corporation which was the catalyst to bringing shipbuilding back to the Philadelphia region.

Corporation which was the catalyst to bringing shipbuilding back to the Philadelphia region.

He earned a B.S.

in Industrial Engineering from Pennsylvania State University and received an honorary Doctor of Business Administration from Drexel University.

Prajzner joined Mistras in January 2018 as our Senior Vice President, Chief Financial Officer and Treasurer, was subsequently promoted to Executive Vice President and on March 26, 2023, was promoted to become our Senior Executive Vice President and Chief Financial Officer.

Natalia Shuman joined Mistras as President and Chief Executive Officer, effective January 1, 2025.

Prior to joining the Company, from October 2021 until October 2024, Ms.

Shuman was an executive at Eurofins Scientific Group (“Eurofins), a global leader in the testing, inspection, and certification (“TIC”) industry.

Shuman served as Executive Vice President - Europe and Asia and as President - Biopharma and AgTech Services at Eurofins, and also served as a member of the Group Operating Council during her tenure at Eurofins, where she led over 12,000 employees, driving growth strategies, operational excellence, and strategic value creation.

Prior to joining Eurofins, Ms.

Shuman served from April 2017 to September 2021 as the Chief Executive Officer of Bureau Veritas - North America, Inc.

(“Bureau Veritas”), also a leader in the TIC industry, where she oversaw approximately 7,000 employees, 130 branches and laboratories across the US, Canada and Mexico and served on the Bureau Veritas’s Group Executive Committee.

Prior to joining Bureau Veritas, Ms.

Shuman spent over 20 years at Kelly Services, a U.S.-based staffing and human resources outsourcing company.

At Kelly Services, Ms.

Shuman served as a head of international business, overseeing Asia Pacific and EMEA regions and led large accounts operations serving Kelly Services’ customers.

Shumans’s 20+ year tenure at Kelly Services included progressive leadership positions in New York, and several international assignments including leading Kelly Services’s joint venture with a Japanese staffing company, the largest in North Asia.

On behalf of Kelly Services, Ms.

Shuman served on the board of directors of the World Employment Confederation in Brussels during part of her time at Kelly Services.

Shuman received a dual Master of Business Administration ("MBA") from Columbia Business School and London Business School.

Prajzner joined Mistras in January 2018 as our Senior Vice President, Chief Financial Officer and Treasurer, was subsequently promoted to Executive Vice President and on March 26, 2023, was promoted to our Senior Executive Vice President and Chief Financial Officer.

Prior to joining Mistras, Mr.

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in accountancy from Villanova University, his MBA in finance from Temple University and is a certified public accountant.

Hani Hammad joined Mistras as Executive Vice President and Chief Transformation Officer in March 2024.

Effective January 1, 2025, Mr.

Hammad was promoted to our Executive Vice President and Chief Operating Officer.

As Chief Transformation Officer, Mr.

Hammad oversaw the Company's Project Phoenix initiative which focused on identifying and implementing value-creation opportunities that enhanced the Company's profitability.

Prior to joining Mistras, from January 2020 to March 2024, Mr.

Hammad was a director at the global consultancy, AlixPartners, where he focused on leading operational and financial transformations within field service-oriented companies.

Prior to joining AlixPartners, Mr.

Hammad worked at PwC's Strategy & focused on developing and implementing operational strategies for various oil & gas companies.

Hammad also held various key roles in manufacturing and supply chain management at Baker Hughes Company and General Electric Company.

Hammad received a Master of Professional Studies in Supply Chain Management from Pennsylvania State University and a Bachelor of Science degree in Electrical Engineering from Louisiana Tech University.

Gennaro "Jerry" D'Alterio joined Mistras on September 11, 2023, as Executive Vice President and Chief Commercial Officer.

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Keefe served in various legal roles with Lucent Technologies and AT&T, the last four years of which he served as Vice President, Corporate and Securities Law and Assistant Secretary.

Keefe received a BS in Business Administration (Accounting) from Seton Hall University and a J.D.

Keefe received a Bachelor of Science in Business Administration (Accounting) from Seton Hall University and a J.D.

from Seton Hall University School of Law.

Lange joined Mistras when we acquired Quality Services Laboratories in November 2000, and was elected a Director in 2003.

Lange has held various executive level positions with Mistras, becoming Senior Executive Vice President, effective June 1, 2016.

Lange is a well-recognized authority in Radiography and has held an ASNT Level III Certificate for almost 20 years.

Lange received an Associate of Science degree in NDT from the Spartan School of Aeronautics.

Smith joined Mistras in 2008 and has held various positions, including Vice President of Operations, then became Senior Vice President of Operations in 2018 before becoming Executive Vice President and President of Services on October 1, 2023.

Smith began his career as a non-destructive testing (NDT) technician with CONAM Inspection and Engineering Services before launching his own business, Elite Inspection Services Company.

He owned and operated Elite for 16 years, until Mistras acquired the company in 2008.

Smith began his career as a NDT technician with CONAM Inspection and Engineering Services before launching his own business, Elite Inspection Services Company ("Elite").

He owned and operated Elite for 16 years, until Mistras acquired Elite in 2008.

During his NDT career, Mr.

Smith held multiple certifications from the American Society for Nondestructive Testing (ASNT).

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

There are no family relationships among any of our directors or executive officers.

Our Website and Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business